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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 2, 2001
NARA BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4170121
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
COMMISSION FILE NUMBER: 333-50126
3701 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90010
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 639-1700
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
NOT APPLICABLE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
NOT APPLICABLE
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
NOT APPLICABLE
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
NOT APPLICABLE
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
As indicated on the Form 8-K filed on February 5, 2001, Nara Bancorp, Inc.
became the holding company of Nara Bank, National Association, effective as of
February 2, 2001, in accordance with the terms of an Agreement and Plan of
Reorganization dated November 10, 2000, and succeeded to Nara Bank's reporting
requirements under the Securities Exchange Act of 1934, as amended.
Pursuant to the Agreement and Plan of Reorganization Nara Bancorp, Inc.
assumed Nara Bank's 1989 Stock Option Plan (the "1989 Plan") and Nara Bank's
2000 Long Term Incentive Plan (the "2000 Plan" and collectively with the 1989
Plan, the "Plans"). Pursuant to the Plans as assumed, Nara Bancorp, Inc. will
issue shares of its common stock in lieu of shares of Nara Bank common stock
upon the exercise of options or the grant of certain other awards pursuant to
the Plans.
Nara Bancorp, Inc. intends to file, concurrently with this Current Report
on Form 8-K, a registration statement on Form S-8 to register under the
Securities Act of 1933, as amended (the "Securities Act"), 1,123,139 shares of
Nara Bancorp, Inc. common stock issuable pursuant to the Plans, and such
indeterminate number of shares of Nara Bancorp, Inc. common stock as may become
available for issuance pursuant to the Plans as a result of the adjustment
provisions thereof.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
NOT APPLICABLE
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS
NOT APPLICABLE
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(b) PRO FORMA FINANCIAL INFORMATION
NOT APPLICABLE
(c) EXHIBITS
Exhibit No. Description
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2.1 Plan of Reorganization and Merger Agreement filed as
Appendix II to the Proxy Statement/Prospectus included in
the Registration Statement on Form S-4 filed by the
Company with the Commission on November 16, 2000 (File
No. 333-50126), and incorporated herein by reference.
4.1 Form of Stock Certificate, filed as Exhibit 4.1 to Pre-
Effective Amendment No. 1 to the Registration Statement
on Form S-4 filed by the Company with the Commission on
December 5, 2000 (file No. 333-50126) and incorporated
herein by reference.
99.1 Quarterly Report of Nara Bank, N.A. on Form 10-QSB for
the quarter ended March 31, 2000, as filed with the
Office of the Comptroller of the Currency (the "OCC"),
and filed electronically herewith.
99.2 Quarterly Report of Nara Bank, N.A. on Form 10-QSB for
the quarter ended June 30, 2000, as filed with the OCC,
and filed electronically herewith.
ITEM 8. CHANGE IN FISCAL YEAR
NOT APPLICABLE
ITEM 9. REGULATION FD DISCLOSURE
NOT APPLICABLE
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NARA BANCORP
(Registrant)
Date: March 30, 2001 By: /s/ BENJAMIN HONG
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Benjamin Hong,
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Quarterly Report of Nara Bank, N.A. on Form 10-QSB for the
quarter ended March 31, 2000, as filed with the Office of the
Comptroller of the Currency (the "OCC").
99.2 Quarterly Report of Nara Bank, N.A. on Form 10-QSB for the
quarter ended June 30, 2000, as filed with the OCC.
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